Lesnick, Connie

Abstract Abstract 3882 PURPOSE: Nurturing of leukemic B-cells by the microenvironment appears to be an important mechanism of chemoresistance. Recently, several groups have shown that immune cytokines such as MIP-1a (CCL3) and MIP-1b (CCL4) are upregulated when CLL B-cells interact with stroma or nurse-like cells. It appears that stroma may nurture CLL B-cells by providing critical growth factors and signals enhancing survival. Disruption of these signals could be a strategy to overcome stromal cell mediated chemoresistance. METHODS: We cultured CLL B-cells alone or with human stromal cells (HS-5) and evaluated levels of immune cytokines in the media using multiplex cytokine arrays (Invitrogen). To explore the effect of different drugs on cytokine release, CLL B-cells were treated with sub-lethal doses of fludarabine (F) and chlorambucil (C) in co-culture with the stromal cell line HS-5 cells. Based on our previous observation that pharmacologically achievable doses of EGCG are able to overcome stromal rescue of CLL B-cells exposed to purine nucleoside analogues and alkylating agents (ASH 2010), we examined the effects of EGCG on stromal cell mediated cytokine release in co-cultures. In addition, plasma samples collected prior to and after 1 month of treatment from Rai stage 0-II CLL patients participating in a phase II trial of EGCG were used to explore whether there was a clinical correlation of the in vitro effects of EGCG. RESULTS: Co-culture of CLL B-cells with HS-5 cells resulted in upregulation of multiple cytokines. In addition to the previously reported upregulation in MIP-1a and MIP-1b, increases in IL-1RA (5 fold) and MCP-1 (4 fold) were also observed. Upregulation of these cytokines in co-culture was largely contact dependent. When CLL B-cells and HS5 cells were co-cultured with sub-lethal doses of F, modest reductions in the upregulation of IL-1RA (12%) and MCP-1 (18%) were observed compared to co-culture without drug exposure. Similar experiments using sub-lethal doses of C resulted in more substantial reductions in IL-1RA (68%) and MCP-1 (48%) upregulation. Interestingly, the effect of sub-lethal doses of EGCG was similar to C with respect to reducing upregulation of IL-1RA (69%) and greater than both F and C with respect to upregulation of MCP-1 (76%; Figures 1A and B). To explore the potential clinical correlations of these in vitro observations, we assessed the effects of EGCG on plasma IL-1RA and MCP-1 levels in 42 CLL patients participating in a phase II trial evaluating the efficacy of EGCG (2000 mg BID). Of these 42 patients, 13 (31%) were Rai stage 0 and 29 (69%) Rai stage I-II at enrollment. As previously reported (Shanafelt, ASCO 2010), clinical activity was observed with 13 (31%) patients experiencing a sustained ≥20% reduction in absolute lymphocyte count (ALC) and 20 of 29 (69%) patients with palpable adenopathy experiencing at least a 50% reduction in the sum of nodal products with treatment. Median baseline plasma MCP-1 levels prior to treatment were 687 pg/ml and median IL-1RA levels were 468 pg/ml. At the cohort level, no change in median MCP-1 (p=0.21) or IL1-RA (p=0.95) levels were observed after 1 month of EGCG treatment. We next explored whether changes in the MCP-1 or IL1-RA levels of individual patients correlated with response. Although no correlation between reductions these cytokines and declines in ALC were observed, a significant association between reductions of both MCP-1 (Spearman coefficient: 0.51; p=0.02) and IL1-RA (Spearman co-efficient: 0.60; p=0.006) and reductions in lymphadenopathy was found suggesting EGCG effects on these cytokines may relate to clinical efficacy. CONCLUSIONS: Co-culture of CLL B-cells with marrow stromal cells resulted in contact dependent up-regulation of multiple immune cytokines including IL-1Ra and MCP-1 which we speculate may partially facilitate stromal cell mediated chemoresistance. Several drugs, including EGCG appear to modulate this up-regulation. An association between changes in these cytokine levels and reductions in lymphadenopathy in a phase II trial of EGCG suggests that interrupting signaling by these cytokines may be a potential therapeutic target. Disclosures: Kay: Biothera: Research Funding; Clegene: Research Funding; Cephalon: Research Funding; Genentech: Research Funding; Glaxo Smith Kline: Research Funding; Hospira: Research Funding; Novartis: Research Funding; Supergen: Research Funding; Calistoga: Membership on an entity's Board of Directors or advisory committees; Celgene: Membership on an entity's Board of Directors or advisory committees; Emergent Biosolutions (Formerly Trubion): Membership on an entity's Board of Directors or advisory committees. Shanafelt:Polyphenon E International: Research Funding.

Abstract Abstract 3610 Purpose Chronic Lymphocytic Leukemia (CLL) is incurable with conventional chemotherapy treatments. Nurturing of leukemic CLL B cells by marrow microenvironment appears to be one important method of chemoresistance (NEJM 2005). Epigallocatechin 3 gallate (EGCG), the major catechin in green tea, induces caspase-dependent death CLL B-cells and down regulates anti-apoptotic proteins (Mcl-1; XIAP) critical for enhanced apoptosis resistance of CLL B-cells (Blood 2004). In Phase I and II clinical testing, we found EGCG induced a decline in absolute lymphocyte count and/or lymphadenopathy in the majority of Rai stage 0-II CLL patients (JCO 2009; ASCO 2010). In these phase I/II studies, trough plasma EGCG levels as high as 8 mM were achieved. Since it does not cause myelosuppression, EGCG has the potential to be combined with other chemotherapeutic agents used for CLL. We previously reported that pharmacologically achievable plasma levels of EGCG have an additive or synergistic effect when combined with fludarabine (F), chlorambucil (C), and FC in the majority of patients (ASH 2009). In this study, we evaluated i) the effect of pharmacologically achievable doses of EGCG when combined with bendamustine (B) and ii) the ability of pharmacologically achievable doses of EGCG to overcome in vitro stromal rescue of CLL B-cells exposed to B or FC. Methods We first evaluated the effects of EGCG combined with B to establish if this partnership would be additive or synergistic. Primary CLL cells were treated with B (12.5-100 mM) with or without 4 uM EGCG. After 48 hours cells were stained with annexin/PI, and viability analyzed by flow cytometry. Data were analyzed using the CalcuSyn program (Chou & Talay method) to determine the combination index (indicating antagonistic, additive or synergistic effects). Next, we evaluated the ability of 4 mM EGCG to overcome stromal rescue of CLL cells treated with B or FC. To eliminate the cytotoxic effects of FC and B on stromal cells, we treated CLL cells with FC or B for 24 hours, washed with PBS, and then cultured these drug exposed cells directly on the HS-5 human stromal cell line with or without 4 mM EGCG for 48 hours (FC) or 24 hours (B). Cells were harvested and viability of CD19+ cells was assessed by annexin/PI staining. To specifically evaluate the ability of 4 mM EGCG to overcome stromal protection, co-culture samples in which no stromal protection was observed were excluded. Similar experiments were conducted using primary bone marrow mesenchymal stromal cells (MSC) from CLL patients (Leuk Res, 2007). In these experiments the fludarabine/chlorambucil combination was used as an approximation of fludarabine/cyclophosphamide since the active form of cyclophosphamide (4-hydroxycyclophosphamide) rapidly breaks down in aqueous buffer and is not readily available for in vitro use and. Results We previously observed additive or synergistic FC and EGCG interactions in a majority of patient samples (ASH 2009). 4 mM EGCG was less consistently beneficial when combined with increasing doses of B in the absence of stroma. Synergistic or mixed synergistic/additive effect was seen in 5 patients, mixed additive/antagonistic effects in 3, and antagonistic effects in 2. Given previously observed synergy with FC and additive/synergistic interactions with at least some B treated samples, we next explored the effects of EGCG on stromal cell rescue. Co-culture with HS-5 stromal cells significantly reduced both B and FC mediated cell death. However the addition of 4 μM EGCG significantly attenuated stromal cell rescue of CLL B-cells exposed to B and FC therapy (Fig. 1A and 1B respectively). Remarkably in the case of FC, 4 mM EGCG almost completely abrogated stromal rescue. Experiments using primary bone marrow MSC cultures from CLL patients yields similar results (n=3, data not shown). Conclusions Pharmacologically achievable doses of EGCG appear to reduce stromal rescue of CLL cells treated with B or combinations of purine nucleoside analog/alkylating agents. This occurs in the absence of detectable stromal cell kill by EGCG. These findings, coupled with the favorable toxicity profile and lack of myelosuppression in phase I/II trials of EGCG make it an attractive agent to test in combination with bendamustine or purine analogue/alkylating agent chemo-immunotherapy for patients with CLL. Disclosures: Shanafelt: Polyphenon Pharma: Research Funding.

Abstract Abstract 3452 Poster Board III-340 PURPOSE Chronic Lymphocytic Leukemia (CLL) is incurable with current chemotherapy treatments. Epigallocatechin 3 gallate (EGCG), the major catechin in green tea, has been shown to induced caspase-dependent death CLL B-cells and down regulate anti-apoptotic proteins (Mcl-1; XIAP) known to increase the resistance of CLL B-cells to apoptosis (Blood 104:788-94). In Phase I testing for patients with early stage CLL (Rai 0-II), EGCG treatment was well tolerated and induced a decline in absolute lymphocyte count (ALC) and/or lymphadenopathy in the majority of treated patients without myelosuppression (JCO 27:3808-14). Although peak plasma EGCG levels were not measured in this study, trough plasma EGCG levels as high as 4 μg/ML were achieved. To further our understanding of the potential clinical applications of EGCG for patients with CLL, we evaluated the effects of EGCG on the viability of CLL B-cells when combined with fludarabine (F), chlorambucil (C), or fludarabine and chlorambucil in combination (FC). METHODS Primary CLL B-cells were treated with various doses of F (0.25-1 μM), C (10-30 μM), or FC either alone or in combination EGCG (50 to 100 μM). In other experiments, CLL B-cells were treated with various doses of F (0.25-1 μM), C (10-30 μM), or FC with or without a fixed dose of EGCG known to be physiologically achievable in vivo (4 μM). After 48 hours (experiments with C +/− EGCG) or 72 hours (experiments with F +/− EGCG or FC +/− EGCG), cells were harvested, stained with annexin/PI and viability analyzed by flow cytometry. After concentration-effect curves were generated for each agent, data were also analyzed using the CalcuSyn software program (Biosoft, Cambridge, UK) which uses the method of Chou and Talalay to determine whether combination treatment yielded greater effects than expected from summation alone. A combination index (CI) of 0.8 – 1.2 indicates an additive effect, a CI >1.2 indicates an antagonistic effect and a CI <0.8 indicates a synergistic effect. RESULTS Primary leukemic B-cells from 56 CLL patients were cultured in vitro with various doses of EGCG alone or in combination with F, C, or FC. The median LD50 was approximately 100 μM. Although % apoptotic cells at the 100 μM EGCG dose did not vary based on Rai stage, ZAP-70 status, IGHV gene mutation status, or cytogenetic abnormalities by FISH, CD38 negative patients had greater cell death than CD38 positive patients (67% vs. 49%; p=0.05). In co-titration experiments, EGCG had an additive (CI 0.8 – 1.2) or synergistic (CI <0.8) effect on apoptosis when combined with C in the majority of patients (13/15; additive 11, synergism 2) with rare individuals demonstrating antagonism (CI >1.2; 2/15). The effects of EGCG when combined with F in co-titration experiments were more variable with a relatively even distribution between antagonism (8/18), additive effects (4/18), and synergy (6/18). However, co-titration experiments of FC with or without EGCG demonstrated additive or synergistic effect in most patients (8/10; additive 7, synergism 1). Next we evaluated the effect of F (0.25 - 1 μM), C (10 - 30 μM), or FC with or without a fixed dose of EGCG known to be physiologically achievable in vivo (4 μM). This dose of EGCG had an additive or synergistic effect in the majority of samples across the spectrum of dose levels under all 3 conditions (F, C, and FC). For example, at the 10 μM dose of C the addition of 4 μM EGCG had an additive or synergistic effect in 11/14 patients (synergistic 6; additive 5). With F at the 2.5 μM dose level the addition of 4 μM EGCG had an additive or synergistic effect in 13/16 patients (synergistic 7, additive 6). The addition of 4 μM EGCG appeared particularly beneficial when given in combination with FC (Fig.). For example, at F 2.5 μM in combination with C 5 μM the addition of 4 μM EGCG had an additive or synergistic effect in 10/10 patients (synergism 7; additive 3). CONCLUSIONS Physiologically achievable doses of EGCG appear to enhance the efficacy of alkylating agents, purine nucleoside analogues, and alkylating agent/purine analogue combination therapy for the majority of CLL patients on in vitro testing. The favorable toxicity profile of EGCG and lack of myelosuppression with this agent in the phase I trial (JCO 27:3808-14) make it an attractive agent to test in combination with purine analogue and alkylator based chemo-immunotherapy for patients with CLL. Disclosures Kay: Genentech, Celgene, Hospira, Polyphenon Pharma, Sanofi-Aventis: Research Funding; Biogenc-Idec, Celgene, Genentech, genmab: Membership on an entity's Board of Directors or advisory committees. Shanafelt:Genentech: Research Funding; Hospira: Membership on an entity's Board of Directors or advisory committees, Research Funding; Polyphenon Pharma : Patents & Royalties, Research Funding; Celgene: Research Funding; Cephalon: Research Funding; Bayer Health Care Pharmaceuticals: Research Funding.

Abstract Sequencing studies have significantly improved our understanding of the CLL genetic landscape and allowed the identification of the first associations between specific mutations and clinical outcome. Hence, mutations in TP53, NOTCH1, SF3B1, BIRC3 and MYD88 are known to be associated with differential prognosis and have been incorporated in CLL risk stratification models. Despite the work performed on these 5 genes, several additional putative tumor-driver genes are recurrently mutated in CLL, but their clinical impact remains unclear. In order to gain further understanding, we performed targeted sequencing in baseline samples of 308 CLL patients (pts) participating in the North American Intergroup study (NAIG) designated as E1912 and led by ECOG. This trial is a randomized Phase III of Ibrutinib (Ibr) and Rituximab (R) vs FCR in previously untreated CLL. Besides the 5 genes aforementioned, we screened another 19 genes recurrently mutated in CLL, and 2 genes (BTK and PLCy2) recently associated with Ibr resistance. The CD5+/CD19+ B lymphocyte population of these pts was flow-sorted. All coding regions were amplified using customized oligos. Libraries were templated and enriched using IonOneTouch2 and IonOneTouch ES systems, respectively. Samples were run on an IonTorrent sequencer using 318TM chips. Variants were called using IonTorrent Somatic VariantCaller. VCF files were annotated using BioR, which provides annotation from NCBI/Ensembl, UCSC, dbSNP, HapMap, 1000Genomes, COSMIC, SIFT, and PolyPhen-2. Somatic variants with a Mapping Quality <20 or read depth <5X were removed. Variants of interest were inspected using Integrative Genomics Viewer. The mutational status of genes and pathways was analyzed for association with chromosomal abnormalities detected by FISH, expression of CD38, CD49d and ZAP70, Rai stage, age and gender. We were not able to evaluate associations to clinical responses for the different arms as this trial is still underway and remains blinded for clinical outcome. We found 511 SNVs (442 missense, 45 nonsense and 24 splice sites) and 115 indels. An average coverage of 770X depth was obtained, allowing the detection of minor subclonal mutations (<10% of reads) in almost 35% (218/626 mutations). Overall, 215 pts (70%) carried at least one mutated gene, 102 (33%) carried 2 or more and 32 (10%) 3 or more mutated genes. The most commonly mutated gene was SF3B1 (22%), followed by NOTCH1 (19%), ATM (12%), XPO1 (11%), BIRC3 (9%), KRAS (7%), BRAF, DDX3X, EGR2, POT1 and TP53 (6% each). No BTK or PLCy2 mutations were found in progressive but untreated CLLs. In contrast to a recent report (Nature 2015;526:525-30), we found BRAF mutations located in the canonical hotspot p.V600E (25% of total mutations). Another 13% were located in amino acid K601 (p.K601E/N) and the remaining in the kinase domain (p.G469A, p.D594G, p.F595L, p.G596R, p.L597Q).Nearly 27% of cases with activating mutations in the RAS pathway (BRAF, KRAS, NRAS), showed >1 mutation affecting one or more genes of the pathway. Similar observations were found in mutational hotspots of BIRC3 (30% of mutated cases showed >1 mutation), MED12 (18%), SF3B1 (7%), XPO1 (6%), and NOTCH1 (5%), suggesting the existence of genetic subclones showing convergent evolution in a substantial number of CLL. We found multiple associations between mutations and known prognostic and clinical parameters. These included mutations in NOTCH1 associated with +12 (p=0.005), and expression of ZAP70 (p=0.01), CD38 (p=0.001) and CD49d (p=0.004). Mutant BIRC3 was associated with +12 (p<0.001) and CD38 expression (p=0.01). Mutations in RAS pathway, with +12 (<0.001), and expression of CD38 (p=0.002) and CD49d (p=0.05). ATM (p=0.007) and EGR2 (p=0.002) with -11q; POT1 with CD49d expression (p=0.01), and MYD88 with -13q (p=0.04) and lack of CD38 (p=0.01) and CD49d (p=0.01) expression. This study, performed on a large cohort of untreated but progressive CLLs, provides novel data about the mutation status of driver genes and their associations with clinical and prognostic parameters. Our data indicate that convergent evolution is a common event in CLL, affecting several driver genes. Furthermore, it reinforces that BTK and PLCy2 mutations are not found in Ibr-naive pts. Finally, this study provides the genetic groundwork for subsequent prospective comparative analyses of the clinical outcome for CLL cohorts treated with Ibr-R vs FCR in this phase 3 NAIG trial. Disclosures O'Brien: Janssen: Consultancy, Honoraria; Pharmacyclics, LLC, an AbbVie Company: Consultancy, Honoraria, Research Funding. Fonseca:Novartis: Consultancy; Patent Pending: Patents & Royalties: The use of calcium isotopes as biomarkers for bone metabolisms; Patent: Patents & Royalties: Prognostication of MM based on genetic categorization of FISH of the disease; Novartis: Consultancy; Janssen: Consultancy; BMS: Consultancy; AMGEN: Consultancy; Patent Pending: Patents & Royalties: The use of calcium isotopes as biomarkers for bone metabolisms; Patent: Patents & Royalties: Prognostication of MM based on genetic categorization of FISH of the disease; AMGEN: Consultancy; Millennium, a Takeda Company: Consultancy; Patent: Patents & Royalties: Prognostication of MM based on genetic categorization of FISH of the disease; Patent Pending: Patents & Royalties: The use of calcium isotopes as biomarkers for bone metabolisms; Sanofi: Consultancy; Celgene: Consultancy; Celgene: Consultancy; Bayer: Consultancy; Janssen: Consultancy; Millennium, a Takeda Company: Consultancy; Millennium, a Takeda Company: Consultancy; AMGEN: Consultancy; AMGEN: Consultancy; Bayer: Consultancy; BMS: Consultancy; Sanofi: Consultancy; Millennium, a Takeda Company: Consultancy; Patent: Patents & Royalties: Prognostication of MM based on genetic categorization of FISH of the disease; Patent Pending: Patents & Royalties: The use of calcium isotopes as biomarkers for bone metabolisms. Shanafelt:Genentech: Research Funding; Pharmacyclics: Research Funding; Celgene: Research Funding; GlaxoSmithkKine: Research Funding; Janssen: Research Funding; Cephalon: Research Funding; Hospira: Research Funding.

Abstract Introduction: B-cell chronic lymphocytic leukemia (CLL) is an incurable disease despite that still requires options for treatment despite recent advances with BTK therapy. We previously found that Axl receptor tyrosine kinase (RTK), a member of the TAM (Tyro3, Axl, MER) family of RTKs, plays a critical role in CLL B-cell survival (Blood 2011, 117:1928). Here, we explored the levels of apoptosis induction of CLL B-cells using a novel high-affinity Axl inhibitor as a single agent or in combination with BTK inhibitors. Methods: Expression/activation status of the Tyro3, Axl and MER in CLL B-cells was evaluated by Immunoprecipitation/Western blots. Cells were treated with a high-affinity orally bioavailable Axl inhibitor TP-0903 (Tolero Pharmaceuticals) or FGFR inhibitor TKI-258 (Novartis) with or without the presence of CLL bone marrow stromal cells (BMSCs). Impact of Axl or FGFR signal inhibition on CLL B-cell survival was also evaluated by flow cytometry after staining with annexin V/propidium iodide. Finally, cells were exposed to TP-0903 in combination with BTK inhibitors to determine any synergistic/additive effects of the combination in induction of apoptosis. Combination index (CI) of two agents was calculated using the method of Chou and Talalay, 1984. Results: Although we defined pro-survival role of Axl in CLL B-cells, contribution of other members of the TAM family of RTKs including Tyro3 and MER to prolonged survival of the leukemic B-cells remains largely undefined. In this study we found that CLL B-cells overexpress Tyro3, but not MER, and that Tyro3 is constitutively phosphorylated. Interestingly, immunoprecipitation of Tyro3 from CLL B-cell lysates shows retention of highly active Axl in the immune complex suggesting that these two RTKs either heterodimerize or form a molecular complex in CLL B-cells. Our earlier work found that Axl regulates multiple cell survival signaling pathways including PI3K/AKT and Src and that, Axl inhibition using a first generation Axl inhibitor induced apoptosis in CLL B-cells (Blood 2011, 117:1928). Thus, we hypothesized that targeting Axl using a very high affinity Axl inhibitor would induce even higher levels of apoptosis in CLL B-cells compared to the first generation Axl inhibitor. To address this, we utilized a high-affinity orally bioavailable Axl inhibitor TP-0903 to generate preliminary information on its efficiency to specifically target Axl and the level of apoptosis induction in CLL B-cells. Indeed TP-0903 as a single agent induced a robust apoptotic cell death in CLL B-cells within 24 hours of exposure at nanomolar doses, which are easily achievable in vivo (information provided by Tolero Pharmaceuticals). Interestingly, while TP-0903 effectively reduces phosphorylation on Axl in CLL B-cells, it was unable to target P-Tyro3 suggesting that Axl is likely the predominant RTK of the TAM family in CLL B-cells. A marked reduction of the anti-apoptotic proteins Mcl-1, Bcl-2, XIAP and upregulation of the pro-apoptotic protein BIM in CLL B-cells via activation of its upstream regulator FOXO3a were noted as a result of inhibition of P-Axl and its downstream signaling pathways, P-AKT/P-Src. Importantly, TP-0903 was able to overcome CLL BMSC mediated protection of the leukemic B-cells from apoptosis induction. Given the observed robust induction of apoptosis with TP-0903 and the known impact of BTK inhibitors on CLL patient clinical outcome, we then exposed CLL B-cells to TP-0903 in combination with two BTK inhibitors that included Ibrutinib and a reversible BTK inhibitor TP-4216 (a kind gift from Tolero Pharmaceuticals). Based on the CI values, we found that the in vitro combination of TP-0903 and Ibrutinib showed additive effects in CLL B-cells from 6 of 11 CLL patients, CLL B-cells from the remaining 5 CLL patients showed antagonistic effects (Fig. 1A). However, we observed synergistic effects of TP-0903 in combination with TP-4216 in the induction of apoptosis in CLL B-cells from 2 of 10 patients and additive effects in CLL B-cells from 6 patients (Fig. 1B). Cells from the remaining 2 patients exhibited a slightly antagonisticeffect. Conclusion: In total, these results suggest that TP-0903 is quite effective in inducing robust CLL B-cell apoptosis as a single agent even at a nanomolar concentration and its combination with the reversible BTK inhibitor TP-4216 could be an effective and unique strategy for the treatment of CLL patients. Figure 1 Figure 1. Disclosures Warner: Tolero Pharmaceuticals: Employment, Equity Ownership, Patents & Royalties. Bearss:Tolero Pharmaceuticals: Employment. Shanafelt:Genentech: Research Funding; GlaxoSmithKline: Research Funding; Celegene: Research Funding; Cephalon: Research Funding; Pharmacyclics/Jannsen: Research Funding; Hospira: Research Funding; Polyphenon E Int'l: Research Funding. Kay:Genetech: Research Funding; Pharmacyclics: Research Funding; Hospira: Research Funding; Celgene: Membership on an entity's Board of Directors or advisory committees; Gilead: Membership on an entity's Board of Directors or advisory committees.

Abstract Introduction: We demonstrated that elevated levels ofcirculating microvesicles (MV) in CLL activate CLL bone marrow stromal cells (BMSCs) with resultant enhanced vascular endothelial growth factor (VEGF) production, a pro-survival factor for CLL B-cells (Ghosh 2009 Blood 113:5568-74). We also detected a phenotypic shift from predominantly platelet/megakaryocyte-derived MV (CD61+) in early stages towards a more leukemic B-cell derived MV (CD19+) in advanced Rai stages (Ghosh 2010 Blood 115:1755-64). These observations suggest that the MV parameters of their levels and surface phenotypes may predict or be associated with the clinical outcome and/or therapeutic response in a given CLL patient. In this study we therefore designed an approach to being to assess these latter possibilities in regard to MV in CLL. Methods: In vitro stimulation – Purified CLL B-cells were stimulated in vitro using CpG oligonucleotide (n=10) or anti-IgM antibody (n=10) for 72 hours. MV were isolated from the used media, levels measured and then phenotyped by flow cytometry (BD Canto-I) using standard TRUCount beads (BD Biosciences). In vivo (plasma) work – MV were isolated from normal plasma (n=5) or plasma of 17 CLL patients entered onto a previously reported Pentostatin, Cyclophosphamide, Ofatumumab (PCO) clinical trial at their entry to the trial and at 6-months after therapy and then sequentially over a period of 18 months (Shanafelt 2013 Cancer 119:3788-96). We determined the phenotypes and plasma levels of MV as described above. Results Phenotypes of in vitro generated MV: We found that, for the most part, CLL B-cells shed MV upon in vitro stimulation however; some CLL B-cells of unmutated IGHV status, but not mutated status, spontaneously generated MV in culture (Fig. 1). Most interestingly, we found that the surface phenotype of MV generated from CLL B-cells carrying predominantly the CD52 surface marker, not the CD19 or CD5 marker. Interestingly, none of the in vitro generated MV was CD20+, another known marker of CLL B-cells. We found similar phenotypes of the in vitro generated MV by stimulating two different signaling pathways, Toll-like receptor and BCR, in CLL B-cells. Together these results suggest that CLL B-cells generate predominantly CD52+ MV, but not CD19 or CD5, upon in vitro stimulation. MV phenotypes in pre- and post-therapy CLL plasma: Here we focused on the kinetics of MV levels and phenotype in relation to disease outcome for PCO treated CLL. Thus, we found total MV levels were elevated in all patients compared to normal plasma at entry to the PCO trial and then dropped substantially after therapy when compared to the trial entry. Also most CLL patients (n=11) continued to maintain low plasma MV levels until the end of the follow up period (18 months). Interestingly, in a few cases (n=6) total plasma MV levels decreased initially after therapy but then started to rise. These patients are now being followed for disease status in order to determine if rising MV levels are related to a disease relapse. Of interest on flow phenotyping the plasma MV obtained at entry to the PCO trial we detected predominantly CD52+ MV but not CD19+ MV, similar to the findings of the in vitro MV generated from CLL B-cells. Normal plasma (n=5) does not contain significant levels CD52+ MV or CD19+ MV. Together these results suggest that the malignant B-cells shed preferentially CD52+ MV, but not CD19+ MV. We are currently analyzing the MV levels and phenotypes pre- and post-therapy response levels in relation to the patients’ response to therapy in a larger cohort of treated CLL patients (n=60). Conclusion: Current understanding about the phenotypes of MV is based on the concept that MV carry the unique surface marker of the originator cells, e.g., CD19 on B-cell derived MV. However, findings from our in vitro stimulation studies demonstrate that the CD52 but not CD19 is preferentially expressed on CLL B-cell derived MV. We are currently studying the mechanism for such a preferential surface expression on these leukemic derived MV. To our knowledge, this is the first report describing that CLL B-cells generate preferentially CD52+ MV. Our studies are now committed to a more extensive analysis of MV parameters in association with CLL disease progression, depth of clinical response and if the elevation of plasma MV heralds a relapse in responding patients. Figure 1 Figure 1. Disclosures Shanafelt: Genentech: Research Funding; GlaxoSmithKline: Research Funding; Celegene: Research Funding; Cephalon: Research Funding; Pharmacyclics/Jannsen: Research Funding; Hospira: Research Funding; Polyphenon E Int'l: Research Funding. Kay:Genetech: Research Funding; Pharmacyclics: Research Funding; Hospira: Research Funding; Celgene: Membership on an entity's Board of Directors or advisory committees; Gilead: Membership on an entity's Board of Directors or advisory committees.

Abstract Abstract 3927 PURPOSE: CLL B-cells interact with their microenvironment in a variety of ways that influence leukemia cell survival. Contact mediated interactions are the most widely studied. More recently, bidirectional cytokine mediated interactions have been found to modulate spontaneous and drug induced CLL B-cell death. Specifically, upregulation of CCL2, CCL3, and CCL4 are found when CLL B-cells are co-cultured with various accessory cells. We set out to more comprehensively profile the effect of CLL-stromal cell co-culture on immune cytokine regulation and to evaluate the effect of novel therapeutic agents in clinical testing for patients with CLL on these interactions. METHODS: Freshly isolated CLL B-cells (n=24) were cultured in AIM V media for 24 hours alone or in direct contact with HS-5 stromal cells. HS-5 cells were cultured alone in AIM V to determine basal level of immune cytokine secretion. Immune cytokine levels in the media under these 3 conditions (CLL alone; HS5 alone; co-culture) were assessed using multiplex cytokine arrays (Invitrogen). The protective effects of the 6 most highly upregulated cytokines on spontaneous apoptosis of CLL B-cells after 7 day culture were then examined by culturing leukemic cells with and without recombinant cytokines. The effect of sub-lethal doses of the PI3K inhibitor CAL-101, the AKT inhibitor MK2206 and the Bruton's Tyrosine Kinase inhibitor PCI-32765 were examined. To compare the effect of these drugs to a more conventional chemotherapeutic agent, we evaluated fludarabine (F-Ara-A) under the same conditions. To explore the ability of these novel agents to overcome stromal rescue, CLL B-cells pre-exposed to bendamustine (BEN) were cultured in media alone, or in direct contact with stroma with and without sub-lethal doses of CAL-101, MK2206, or PCI-32756. Leukemic cell viability was assessed by flow cytometry using annexin/PI staining. RESULTS: Six cytokines increased ≥4 fold (e.g. >400%, all p<0.0001) on coculture relative to the expected additive value of individual cultures. Consistent with previous reports, (Schulz 2011; Burger 2009) CCL3 and CCL4 were found to have the greatest upregulation (both >20 fold the additive value). The other highly upregulated cytokines detected have not been previously reported to be influenced by coculture: IL12 (15 fold additive value), IL1β (11 fold additive value), TNF-α (11 fold additive value), and IL-1RA (4 fold additive value). Although transwell experiments (n=6) suggested upregulation of these cytokines was largely contact dependent, substantial upregulation of several cytokines still occurred without direct contact. Each of the 6 most upregulated cytokines reduced spontaneous apoptosis when CLL B-cells were cultured for 7 days in media plus recombinant cytokine. When CLL B-cells and HS-5 cells were co-cultured with CAL-101, MK-2206, or PCI-32765, the effects on cytokine secreted upregulation were cytokine and drug specific (e.g. one drug affected individual cytokines differently; different drugs affected different cytokines). For example, PCI-3276 and CAL-101 had similar affects on the upregulation of CCL3 and CCL4 on co-culture but opposite effects on TNF-α and IL-1β. In contrast, F-Ara-A had minimal effect on upregulation of any of these 6 cytokines. Finally, we evaluated the ability of these novel agents to overcome stromal rescue of CLL B-cells treated with conventional chemotherapeutic agents. At sublethal doses CAL-101, MK2206, PCI-32765 each significantly overcame stromal rescue of BEN exposed CLL B-cells. (Fig.1) CONCLUSIONS: Direct physical interaction of CLL B-cells with bone marrow stromal cells resulted in profound upregulation of multiple immune cytokines. The 6 most upregulated cytokines identified in these experiments all reduced spontaneous apoptosis of CLL B-cells on extended culture. Sublethal doses of the PI3K inhibitor CAL-101, the AKT inhibitor MK2206, and the Bruton's Tyrosine Kinase inhibitor PCI-32765 had distinct effects on stromal cell mediated cytokine upregulation. Importantly, each of these 3 drugs also overcame stromal mediated rescue of BEN exposed CLL B-cells. These in vitro findings support the ongoing clinical trials of BEN in combination with CAL-101 (ASH 2011), PCI-32765 (ASCO 2012) or MK2206 (Ding et. al., unpublished observation). Disclosures: Kay: Celgene: Research Funding. Shanafelt:Celgene: Research Funding; Hospira: Research Funding; Cephalon: Research Funding; Genentech: Research Funding; Glaxo-Smith-Kline: Research Funding; Polyphenon E International: Research Funding.

Abstract Abstract 3928 Background: Accumulating data support the critical role of PI3K/Akt in CLL B cell receptor (BCR) mediated signal transduction, cell proliferation and survival. In addition recent preclinical and clinical studies indicate that specific PI3K blockade results in robust preclinical and clinical efficacy in CLL. In our model system of CLL B cell-stromal cultures which feature their interaction, platelet derived growth factor (PDGF) present in CLL culture medium drives VEGF production through PI3K/Akt activation in stromal cells (Blood. 2010. 116:2984). Indeed Akt was found to be activated in leukemic cells during the CLL-stroma interaction (Leuk Res. 2008. 32:1565). Therefore, we hypothesized that Akt inhibition should promote CLL B cell apoptosis and abrogate BCR mediated cytokine production. MK2206 is an orally bioavailable highly specific allosteric Akt inhibitor. It has been tested in patients with refractory solid tumors and was demonstrated to be safely administered in a phase I trial. Therefore the goal of this study was to test the preclinical efficacy of MK2206 on both the survival and the BCR mediated cytokine production of CLL leukemic B cells. Methods: Peripheral blood mononuclear cells isolated from CLL patients (n=37) were treated with escalating concentrations of MK2206 (1–16 μM) for 24 hours, 48 hours or 72 hours. The levels of leukemic B cell viability were tested using an (3-(4,5-Dimethylthiazol-2-yl)-2,5-diphenyltetrazolium bromide) (MTT) assay. The potential impact (antagonistic/additive/synergistic) of Bendamustine in combination with MK2206 was also tested by using the MTT assay. We used the Calcusyn system to calculate the effect of drug interactions. The combination index (CI) as calculated by the program usually indicates synergy when ≤ 0.8 and indicates additive outcomes when between 0.8–1.2. A CI >1.2 indicates antagonism. Downstream signals of Akt activation in CLL B cells were evaluated by testing their expression of Mcl-1, 4EBP1 and p70S6K using immunoblot. The impact of Akt inhibition by MK2206 on cytokine production in response to B-cell receptor ligation with anti-IgM was also tested using a multiplex cytokine analysis (Invitrogen) in a time-course experiment. Results: MK2206 treatment induced concentration- and time-dependent apoptosis in CLL leukemic cells. At 72 hours, the IC50 of MK2206 in the experiments using CLL leukemic cells in vitro is ∼8 mM. MK2206 incubation at 1 or 5 mM cultured with CLL B cells over a 48-hour period abolished of Akt and p70S6K phosphorylation while native PARP was cleaved into the 85 kD polypeptide fragment. However, the expression level of the upstream signal molecule, PI3K, was not changed. Among the CLL patients tested (n = 37), we did not find any difference in sensitivity to MK2206 induced apoptosis based on critical prognostic factors of CD38, ZAP-70, IGHV and del(17p) status. Importantly, we detected synergistic or additive activity between MK2206 and Bendamustine in 11 tested CLL samples when these combinations were used to treat CLL cells in vitro for 72hrs. Thus the median CI value for this group of patients was 0.8 (0.1 – 1.1). Six were found to have CI ≤ 0.8 and five fell within the additive CI values (0.8 – 1.2). Production of immune or chemotactic cytokines (e.g. CCL3, CCL4, MCP-1, IL-1Ra, IL-8 and IL-2R) at 24 hour incubation increased significantly above baseline when CLL cells were stimulated anti-IgM. Akt inhibition with MK2206 selectively abrogated upregulation of CCL3, CCL4, MCP-1 and IL-2R production, but not for IL-8 or IL-1Ra secretion. MK2206 also abolished BCR mediated Akt activation and decreased Erk activation. Conclusion: MK2206, a robust and selective Akt inhibitor, induced significant in vitro apoptosis of CLL B-cells in vitro. Preclinical evidence of a synergistic effect between MK2206 and Bendamustine was also observed independent of prognostic risk. MK2206 abolished BCR mediated Akt activation and selectively abrogates BCR mediated production of cytokines that may promote apoptotic resistance. These findings support the use of MK2206 in treating CLL and indeed we have initiated a phase I/II trial of MK2206 in combination with Bendamustine and Rituximab for relapsed CLL patients(N1087, October 2011). Acknowledgments: This study was funded by the NCI-K23, NCCTG and CLL Global Foundation. Disclosures: Shanafelt: Cephalon: Research Funding; Genentech: Research Funding. Kumar:Genzyme: Research Funding; Novartis: Research Funding; Celgene: Consultancy, Research Funding; Millennium: Research Funding; Merck: Consultancy, Honoraria. Kay:Celgene: Research Funding.

Abstract Introduction: CLL phenotype (CD5+CD23+CD20dim) MBL is present in 5-10% of the general population. The prevalence and outcomes of adults with non-CLL like MBL (including CD5+CD23-, CD5+CD20bright, and CD5-) are not known. We screened for MBL using highly sensitive flow-cytometry in a clinic-based cohort of adults from the Mayo Clinic Biobank. Methods: The Mayo Clinic Biobank is a large scale bio-repository of 50,000 adults seen in primary care-based clinics. Herein, we focused on those adults ≥40 years who had stored peripheral blood mononuclear cells available (10% of the overall cohort). We screened for MBL using an 8 color (CD38, CD45, Kappa, Lambda, CD19, CD23, CD5 and CD20) flow cytometry assay validated to detect clonal B-cell events to the 0.005% level (1/20,000 events). Chi-square tests were used to assess associations with demographic characteristics. Cox regression models were used to estimate hazard ratios (HR) and 95% confidence intervals (95% CI) for death. Results: A total of 2594 adults were screened; their median age was 63 years (range, 40-96) and 1111 (43%) were male. 2445/2594 (94%) individuals had interpretable flow cytometry results. A total of 336 (14%) individuals had MBL identified, of whom 276 (82%) had CLL-like MBL and 60 (18%) had non-CLL like MBL (including 39 adults with CD5- and 21 with CD5+CD23- or CD5+CD20 bright phenotype). A strong association between age and the prevalence of non-CLL like MBL was observed, with 0/278 (0%) in 40-49 years, 6/613 (1%) in 50-59 years, 20/674 (3%) in 60-69 years, 21/490 (4%) in 70-79 years, and 13/114 (11%) ≥80 years demonstrating non-CLL like MBL (p&lt;0.001). Non-CLL like MBL was more common in men compared to women (5% vs. 1%; p&lt;0.001). Compared to adults with no MBL, a higher proportion of non-CLL like MBL had a first-degree relative with a lymphoproliferative disorder (8% vs. 17%; p=0.03), and prior non-hematologic cancer (22% vs. 38%, p=0.006). The remainder of the present analysis is focused on adults with non-CLL like MBL (n=60). After a median follow-up of 5 years (range 0-8 years), 3/60 (5%) adults with non-CLL like MBL developed a hematologic malignancy (one myelodysplastic syndrome, two mantle cell lymphoma) compared to 5/2109 (0.2%) adults with no MBL (two large cell lymphoma, one multiple myeloma, one acute myeloid leukemia, one myelofibrosis). Among adults with non-CLL like MBL, the estimated 7-year overall survival (OS) was 79% compared to 94% in those with no MBL (p&lt;0.001, HR for death 3.8, 95% CI 1.98-7.3). After adjusting for age, sex, and self-reported prior non-hematologic cancer, the HR for death was 1.50 (95% CI 0.74-3.05, p=0.26). Conclusion: In this large study, ~1 of 40 adults seen in a primary care setting had non-CLL like MBL. The prevalence of the non-CLL phenotype MBL increased with age. With current follow-up, the risk of progression to an overt lymphoproliferative neoplasm appears to be low. Citation Format: Sameer A. Parikh, Sara J. Achenbach, Kari G. Chaffee, Neil E. Kay, Connie E. Lesnick, James R. Cerhan, Curtis A. Hanson, Tait D. Shanafelt, Susan L. Slager. The prevalence of non-chronic lymphocytic leukemia (CLL) phenotype monoclonal B-cell lymphocytosis (MBL) in a population-based cohort of U.S. adults [abstract]. In: Proceedings of the American Association for Cancer Research Annual Meeting 2018; 2018 Apr 14-18; Chicago, IL. Philadelphia (PA): AACR; Cancer Res 2018;78(13 Suppl):Abstract nr 3256.

Akt is a downstream target of B cell receptor signaling and is a central regulator of CLL cell survival. We aim to investigate the safety and efficacy of the Akt inhibitor MK‐2206 in combination with bendamustine and rituximab (BR) in relapsed and/or refractory CLL in a phase I/II study. A standard phase I design was used with cohorts of three plus three patients to determine the maximum tolerated dose (MTD) of MK‐2206 in combination with BR in relapsed CLL. Single‐agent MK‐2206 (weekly dosed) was administered one‐week in advance before BR on cycle 1 and subsequently was given with BR at the same time for cycle 2‐6. Phase II employed the MTD of MK‐2206 with BR to evaluate safety and efficacy of this study combination. Thirteen relapsed/refractory CLL were treated for maximal 6‐cycle of therapy. The maximum tolerated dose of MK‐2206 was 90 mg by mouth once weekly. The most common grade 3/4 adverse events were neutropenia (46%), febrile neutropenia (23%), rash (15%), diarrhea (15%), and thrombocytopenia (15%). Overall response rate was 92% with a median progression free survival and treatment free survival of 16 and 24 months, respectively. Five patients (38%) achieved complete remission or complete remission with incomplete count recovery, two of whom were MRD negative. The efficacy and tolerability of this combination indicates that Akt inhibition combined with chemoimmunotherapy is a promising novel treatment combination in CLL and deserves further prospective clinical trial.